The Board of Directors of Axiata Group Berhad is pleased to announce the following audited results of the Group for the financial year ended 31 December 2009. AUDITED CONSOLIDATED INCOME STATEMENT 4TH QUARTER ENDED FINANCIAL YEAR ENDED 31/12/2009 31/12/2008 31/12/2009 31/12/2008 RM '000 RM '000 RM '000 RM '000 OPERATING REVENUE 3,693,781 2,418,148 13,105,054 11,347,711 OPERATING COSTS - depreciation, impairment and amortisation (797,422) (688,060) (2,860,346) (2,338,465) - foreign exchange gains/(losses) 237,581 (218,853) 450,000 (207,644) - other operating costs (2,134,873) (1,654,046) (7,948,329) (7,000,175) OTHER OPERATING INCOME 105,309 43,831 467,617 178,941 OPERATING PROFIT/(LOSS) BEFORE FINANCE COST 1,104,376 (98,980) 3,213,996 1,980,368 Finance income 24,856 40,195 109,967 99,319 Finance cost (180,377) (283,510) (896,256) (876,299) Foreign exchange gains/ (losses) (150,915) (253,487) 137,225 (238,140) NET FINANCE COST (306,436) (496,802) (649,064) (1,015,120) JOINTLY CONTROLLED ENTITY - share of results (net of tax) (17,524) (95,147) (59,494) (142,440) ASSOCIATES - share of results (net of tax) 47,246 22,528 160,783 83,007 PROFIT/(LOSS) BEFORE TAXATION 827,662 (668,401) 2,666,221 905,815 TAXATION (225,312) 54,905 (910,313) (434,723) PROFIT/(LOSS) FOR THE PERIOD/YEAR 602,350 (613,496) 1,755,908 471,092 ATTRIBUTABLE TO: - equity holders of the Company 558,283 (515,250) 1,652,682 497,983 - minority interests 44,067 (98,246) 103,226 (26,891) PROFIT/(LOSS) FOR THE PERIOD/YEAR 602,350 (613,496) 1,755,908 471,092 EARNINGS PER SHARE (sen) (Note B11) - basic 7 (9) 22 9 - diluted 7-21 - * - The Basic EPS has been restated to reflect the rights issue as detailed in Part A 5(d) in the notes to the announcement. (The above Consolidated Income Statement should be read in conjunction with the Audited Financial Statements for the financial year ended 31 December 2008)
AUDITED CONSOLIDATED BALANCE SHEET AS AT 31 DECEMBER 2009 AS AT AS AT 31/12/2009 31/12/2008 RM '000 RM '000 SHARE CAPITAL 8,445,154 3,753,402 SHARE PREMIUM 1,972,964 1,494,954 OTHER RESERVES 7,765,967 5,968,367 TOTAL CAPITAL AND RESERVES ATTRIBUTABLE TO EQUITY HOLDERS OF THE COMPANY 18,184,085 11,216,723 MINORITY INTERESTS 696,363 480,790 TOTAL EQUITY 18,880,448 11,697,513 Borrowings 10,173,464 10,546,052 Provision for liabilities 208,915 120,706 Deferred tax liabilities 1,247,758 777,263 DEFERRED AND LONG TERM LIABILITIES 11,630,137 11,444,021 30,510,585 23,141,534 INTANGIBLE ASSETS 8,563,450 8,326,345 PROPERTY, PLANT AND EQUIPMENT 15,815,333 14,959,670 INVESTMENT PROPERTY 2,027 2,036 PREPAID LEASE PAYMENTS 359,103 328,352 JOINTLY CONTROLLED ENTITY 1,006,277 1,013,202 ASSOCIATES 7,209,558 1,589,905 INVESTMENTS 180,567 5,914,428 LONG TERM RECEIVABLES 129,876 358 DEFERRED TAX ASSETS 180,429 141,188 Inventories 35,344 77,263 Trade and other receivables 1,559,158 1,539,878 Marketable securities 7 6 Tax recoverable 97,054 129,035 Cash and bank balances 2,006,172 3,330,731 CURRENT ASSETS 3,697,735 5,076,913 Trade and other payables 4,263,067 4,538,473 Borrowings 2,149,374 5,413,299 Amounts due to former holding company - 4,063,613 Current tax liabilities 221,329 195,478 CURRENT LIABILITIES 6,633,770 14,210,863 NET CURRENT LIABILITIES (2,936,035) (9,133,950) 30,510,585 23,141,534 NET ASSETS PER SHARE ATTRIBUTABLE TO ORDINARY EQUITY HOLDERS OF THE COMPANY (sen) 215 299 (The above Consolidated Balance Sheet should be read in conjunction with the Audited Financial Statements for the financial year ended 31 December 2008)
AUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 Attributable to equity holders of the Company Issued and fully paid ordinary shares of RM1 each Currency Capital Share Share Translation Contribution Merger ESOS Retained Minority Total Capital Premium Differences Reserves Reserves Reserves Profits Interests Equity RM '000 RM '000 RM '000 RM '000 RM '000 RM '000 RM '000 RM '000 RM '000 At 1 January 2009 3,753,402 1,494,954 (658,456) 16,598 346,774-6,263,451 480,790 11,697,513 Currency translation differences arising during the financial year : - subsidiaries - - 248,397 - - - - 22,288 270,685 - jointly controlled entity - - 52,219 - - - - - 52,219 - associates - - (166,877) - - - - - (166,877) Net gain not recognised in the Income Statement - - 133,739 - - - - 22,288 156,027 Profit for the financial year - - - - - - 1,652,682 103,226 1,755,908 Total recognised income for the financial year - - 133,739 - - - 1,652,682 125,514 1,911,935 Rights issue during the financial year 4,691,752 563,010 - - - - - - 5,254,762 - Rights issue expenses set off against share premium reserves - (85,000) - - - - - - (85,000) Rights issue of a subsidiary - - - - - - - 90,259 90,259 Dividends paid to minority shareholders - - - - - - - (200) (200) - Employees' share option scheme (ESOS) - value of employee services - - - - - 11,179 - - 11,179 At 31 December 2009 8,445,154 1,972,964 (524,717) 16,598 346,774 11,179 7,916,133 696,363 18,880,448 (The above Consolidated Statement of Changes in Equity should be read in conjunction with the Audited Financial Statements for the financial year ended 31 December 2008)
AUDITED CONSOLIDATED STATEMENT OF CHANGES IN EQUITY FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2008 Attributable to equity holders of the Company Issued and fully paid ordinary shares of RM1 each Currency Capital Share Share Translation Contribution Merger ESOS Retained Minority Total Capital Premium Differences Reserves Reserves Reserves Profits Interests Equity RM '000 RM '000 RM '000 RM '000 RM '000 RM '000 RM '000 RM '000 RM '000 At 1 January 2008 3,577,393 317,629 (312,800) 9,113 346,774-5,765,468 675,748 10,379,325 Currency translation differences arising during the financial year : - subsidiaries - - (129,492) - - - - (31,556) (161,048) - jointly controlled entity - - (206,936) - - - - - (206,936) - associates - - (9,228) - - - - - (9,228) Net loss not recognised in the Income Statement - - (345,656) - - - - (31,556) (377,212) Profit for the financial year - - - - - - 497,983 (26,891) 471,092 Total recognised (expense)/income for the financial year - - (345,656) - - - 497,983 (58,447) 93,880 Acquisition of subsidiaries 176,009 1,205,630 - - - - - - 1,381,639 Partial dilution of equity interest in a subsidiaries - - - - - - - 303 303 Demerger expenses set off against share premium reserves - (28,305) - - - - - - (28,305) Dividends paid to minority shareholders - - - - - - - (29,549) (29,549) Dilution of equity interest in a subsidiary - - - - - - - (210,036) (210,036) Right issue of a subsidiary - - - - - - 102,771 102,771 - ESOS: - - value of employee services 16,663-16,663 - recharge by former holding company - - - (9,178) - - - (9,178) At 31 December 2008 3,753,402 1,494,954 (658,456) 16,598 346,774-6,263,451 480,790 11,697,513 Check: #REF! #REF! #REF! #REF! #REF! #REF! #REF! #REF! (The above Consolidated Statement of Changes in Equity should be read in conjunction with the Audited Financial Statements for the financial year ended 31 December 2008)
AUDITED CONSOLIDATED CASH FLOW STATEMENT FOR THE FINANCIAL YEAR ENDED 31 DECEMBER 2009 FINANCIAL YEAR ENDED ENDED 31/12/2009 31/12/2008 RM '000 RM '000 Receipts from customers 12,512,613 11,065,368 Payments to suppliers and employees (6,595,812) (7,480,262) Payment of finance cost (799,061) (789,457) Payment of income taxes (net of refunds) (481,425) (407,854) CASH FLOWS FROM OPERATING ACTIVITIES 4,636,315 2,387,795 Disposal of property, plant and equipment 10,971 58,293 Purchase of property, plant and equipment (3,289,755) (5,323,990) Purchase of intangible assets - (40,100) Purchase of long term investments - (5,914,428) Additional investment in a subsidiary company 2,421 (3,465) Additional investment in associated companies (3,675) - Additional investment in a jointly controlled entity - (437,720) Loans to employees 86 (161) Interest received 109,967 99,319 CASH FLOWS USED IN INVESTING ACTIVITIES (3,169,985) (11,562,252) Proceeds from Rights Issue 5,254,762 102,771 Proceeds from Rights Issue of a subsidiary 90,259 - Proceeds from ESOS share issuance - 303 Proceeds from borrowings 6,180,589 13,936,841 Repayments of borrowings (10,235,199) (3,459,546) Dividends paid to minority interests (200) (29,549) Dividends received from associates 90,106 - Rights issue expenses (85,000) - Net repayment to former holding company (4,063,613) - CASH FLOWS (USED)/FROM FINANCING ACTIVITIES (2,768,296) 10,550,820 NET (DECREASE)/ INCREASE IN CASH AND CASH EQUIVALENTS (1,301,966) 1,376,363 EFFECT OF EXCHANGE RATE CHANGES 45,438 (29,149) CASH AND CASH EQUIVALENTS AT BEGINNING OF THE FINANCIAL YEAR 3,236,757 1,889,543 CASH AND CASH EQUIVALENTS AT END OF THE FINANCIAL YEAR 1,980,229 3,236,757 (The above Consolidated Cash Flow Statement should be read in conjunction with the Audited Financial Statements for the financial year ended 31 December 2008)
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 1. Basis of Preparation (a) The audited financial statements for the financial year ended 31 December 2009 of the Group have been prepared in accordance with Financial Reporting Standards ( FRS ) 134 Interim Financial Reporting, paragraph 9.22 and Appendix 9B of the Main Market Listing Requirements of Bursa Malaysia Securities Berhad ( Bursa Securities ), and should be read in conjunction with the Group s audited financial statements for the financial year ended 31 December 2008 ( 2008 Audited Financial Statements ). The accounting policies, method of computation and basis of consolidation applied in the audited interim financial statements are consistent with those used in the preparation of the 2008 Audited Financial Statements. (b) The principal closing rates [units of Malaysian Ringgit ( RM ) per foreign currency] used in translating significant balances are as follows: Foreign Currency Exchange Rate At Exchange Rate At 31 December 2009 31 December 2008 US Dollar ( USD ) 3.42400 3.45250 Sri Lanka Rupee ( SLR ) 0.02993 0.03055 Bangladesh Taka ( BDT ) 0.04971 0.05001 Indonesian Rupiah ( IDR ) 0.00036 0.00032 Pakistani Rupee ( PKR ) 0.04057 0.04363 Singapore Dollar ( SGD ) 2.43614 2.41012 Thai Baht ( THB ) 0.10264 0.09927 Iran Riyal ( IRR ) 0.00035 0.00035 Indian Rupee ( INR ) 0.07378 0.07101 2. Seasonal or Cyclical Factors The operations of the Group were not affected by any seasonal or cyclical factors. 3. Unusual Items Affecting Assets, Liabilities, Equity, Net Income or Cash Flows The Group s performance for the current quarter and financial year to-date has taken into account of the following: (a) During the current quarter and financial year to-date, the Group recognised net foreign exchange gains of RM86.7 million and RM587.2 million respectively mainly arising from the revaluation of USD borrowings and payables; (b) During the financial year to-date, PT XL Axiata Tbk (formerly known as PT Excelcomindo Pratama Tbk) Group ( XL ) recorded RM158.1 million post-tax gain, arising from the derecognition of its dark fibre optic lines as a result of finance lease arrangements; and 1
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 3. Unusual Items Affecting Assets, Liabilities, Equity, Net Income or Cash Flows (continued) (c) During the current quarter and financial year to-date, Dialog Telekom PLC Group ( Dialog ) recognised an accelerated depreciation charge of RM21.7 million and RM209.3 million respectively arising from network modernisation plan; There were no other unusual items affecting assets, liabilities, equity, net income or cash flows due to their nature, size or incidence for the financial year ended 31 December 2009 other than as mentioned above and in Part A, 9 and Part B, 7 of this announcement. 4. Material Changes in Estimates Other than as disclosed in Part A, 3(c) of this announcement, there were no material changes in estimates reported in the current financial quarter under review. 5. Issuances, Cancellations, Repurchases, Resale and Repayments of Debt and Equity Securities (a) On 31 March 2009, Axiata Group Berhad ( Axiata or Company ) paid an amount of RM2,000.0 million of the RM4,025.0 million debt owed to its former holding company, Telekom Malaysia Berhad ( TM ). Subsequently, on 24 April 2009, the Company paid the remaining RM2,025.0 million in line with the specified timeline stipulated in the Demerger Agreement. The balance of RM38.6 million amounts due to TM was fully paid on 14 May 2009. (b) On 28 August 2009 and 28 September 2009, the Company paid an amount of USD110.0 million and USD140.0 million respectively, being repayment of debt to the Bank of Tokyo Mitsubishi. (c) In April 2009 and December 2009, XL bought back part of the USD250.0 million Notes amounting to USD3.64 million and USD64.6 million at price of 88.24% - 89.24% and 102.75% - 103.375% of the nominal value respectively. During the current quarter, XL paid other loan facilities as follows: Date of Payment Amount (USD million) Description 26 October 2009 50.0 Standard Chartered Bank 28 October 2009 25.0 Hong Kong and Shanghai Bank 30 November 2009 25.0 Hong Kong and Shanghai Bank 23 December 2009 140.0 Syndicated Loan Facilities 24 December 2009 50.0 PT Bank Mizuho 30 December 2009 50.0 DBS Bank Ltd 30 December 2009 50.0 Standard Chartered Bank 2
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 5. Issuances, Cancellations, Repurchases, Resale and Repayments of Debt and Equity Securities (continued) (d) On 6 May 2009, the Company issued a total of 4,691,752,475 ordinary shares of RM1 each at the issue price of RM1.12 per ordinary share under the renounceable rights issue ( Rights Issue ) of the Company to raise gross proceeds of approximately RM5,254.8 million. In conjunction with the above, the issued and paid-up capital of the Company increased from RM 3,753.4 million to RM 8,445.2 million. As at 17 February 2010, the status of the proposed utilisation of proceeds raised under the Rights Issue which was completed following the listing of and quotation of the Rights Shares on the Main Board of Bursa Securities (now known as Main Market ) on 11 May 2009, are as set out below: Purpose Repayment of identified borrowings and/or bridging loans taken to repay such borrowings Payment of expenses relating to the Rights Issue Proposed utilisation RM mil Actual utilisation RM mil Intended timeframe for utilisation Deviation RM mil % Explanation/ Status 5,150.0 5,129.8 Q2 09 20.2 0.4 The identified borrowings have been fully repaid. The remaining portion of RM20.2 million was reclassified as working capital 85.0 85.0 Q2 09 - - Expenses relating to the Rights Issue have been fully settled Working capital 19.8 - As and when required Total 5,254.8 5,214.8 40.0 0.8 19.8 - The proceeds allocated for working capital will be used as and when required Aside from the above, there were no other issuances, cancellations, repurchases, resale and repayments of debt and equity securities, share buy-backs, share cancellations, shares held as treasury shares and resale of treasury shares during the financial year ended 31 December 2009. 3
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 6. Dividends Paid No dividends have been paid during the financial year ended 31 December 2009. 7. Segmental Information Segmental information for the financial year ended 31 December 2009 and 31 December 2008 were as follows: By Geographical Segment 2009 All amounts are in RM 000 Malaysia Indonesia Bangladesh Sri Lanka Others Total Operating Revenue Total operating revenue 6,292,181 4,452,925 1,020,408 1,111,801 268,737 13,146,052 Inter-segment * (8,436) - - - (32,562) (40,998) External operating revenue 6,283,745 4,452,925 1,020,408 1,111,801 236,175 13,105,054 Results Segment results 1,943,933 1,042,983 132,214 (308,477) (64,274) 2,746,379 Other operating income 467,617 Operating profit before finance cost 3,213,996 Finance income 109,967 Finance cost (896,256) Foreign exchange gains 137,225 Jointly controlled entity - share of results (net of tax) (59,494) (59,494) Associates - share of results (net of tax) 160,783 160,783 Profit before taxation 2,666,221 Taxation (910,313) Profit for the financial year 1,755,908 4
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 7. Segmental Information (continued) 2008 All amounts are in RM 000 Malaysia Indonesia Bangladesh Sri Lanka Others Total Operating Revenue Total operating revenue 5,557,913 3,696,947 758,542 1,164,618 222,661 11,400,681 Inter-segment * (49,804) - - - (3,166) (52,970) External operating revenue 5,508,109 3,696,947 758,542 1,164,618 219,495 11,347,711 Results Segment results 1,611,544 171,016 23,317 (37,367) 32,917 1,801,427 Other operating income 178,941 Operating profit before finance cost 1,980,368 Finance income 99,319 Finance cost (876,299) Foreign exchange gains (238,140) Jointly controlled entity - share of results (net of tax) (142,440) (142,440) Associates - share of results (net of tax) 83,007 83,007 Profit before taxation 905,815 Taxation (434,723) Profit for the financial year 471,092 * Inter-segment operating revenue has been eliminated at the respective segment operating revenue. The inter-segment operating revenue was entered into in the normal course of business and at prices available to third parties or at negotiated terms. 8. Valuation of Property, Plant and Equipment There was no revaluation of property, plant and equipment brought forward from the previous audited financial statements. The Group does not adopt a revaluation policy on its property, plant and equipment. 5
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 9. Material Events Subsequent to the End of the Quarter (a) On 7 January 2010, XL had increased the new credit facility from PT Bank Sumitomo Mitsui Indonesia amounting to IDR500.0 billion, which will mature in 36 (thirty six) months from drawdown date. XL agreed to pay monthly interest at floating interest rate of SBI plus a 2% margin. On 13 January 2010, XL fully withdrew the credit facility amounting to IDR500.0 billion. (b) On 14 January 2010, XL early terminated the cross currency swap contract with JPMorgan Chase Bank, N.A with final exchange date 29 January 2010 amounting to USD25.0 million. (c) On 18 January 2010, XL through its subsidiary, Excelcomindo Finance Company B.V bought back its remaining USD Bond amounting to USD59.4 million at price of 103.563% of the nominal value as declared on 16 December 2009. (d) On 29 January and 8 February 2010, XL paid loan facility from JPMorgan Chase Bank, N.A. amounted to USD20.0 million and USD10.0 million each. (e) On 24 March 2009 and 12 February 2010, Dialog announced the first and second phases of the Voluntary Resignation Scheme ( VRS ) respectively. The compensation payable to the employees who opted to exercise their rights under VRS has been accounted for in the financial statements. Management has estimated that the cost of the second phase of VRS as RM18.7 million (SLR 610.0 million). As at 17 February 2010, save for the above and status update on corporate proposals mentioned in Part B, 7 of this announcement, there were no other material events subsequent to the balance sheet date that requires disclosure or adjustments to the audited interim financial statements to-date. 6
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 10. Effects of Changes in the Composition of the Group There were no other changes in the composition of the Group for the financial year ended 31 December 2009 except for the following: (a) Tune Talk Sdn Bhd ( Tune Talk ) Celcom Axiata Berhad (formerly known as Celcom (Malaysia) Berhad) ( Celcom ), a wholly-owned subsidiary of the Company, had, on 23 December 2008, entered into a Subscription Agreement and Shareholders Agreement with Tune Ventures Sdn Bhd, Tune Strategic Investments Limited, 6 individuals and Tune Talk, in relation to Celcom s investment in Tune Talk. Pursuant to the Subscription Agreement, Celcom subscribed for 2,625,000 ordinary shares of RM1 each, representing 38.17% of the enlarged issued and paid-up share capital of Tune Talk, for a cash consideration of RM2.625 million. The investment in Tune Talk was completed on 16 February 2009. On 30 July 2009, Celcom has subscribed to a further 1,050,000 new ordinary shares of RM1 each in Tune Talk for a total cash consideration of RM1.05 million ( Additional Share Subscription in Tune Talk ). Pursuant to the Additional Share Subscription in Tune Talk, Celcom s shareholding in Tune Talk increased from 2,625,000 ordinary shares of RM1 each to 3,675,000 ordinary shares of RM1 each representing 42.78% of the enlarged issued and paid-up share capital of Tune Talk. The investment in Tune Talk has no significant impact on the Group for the financial year to-date. (b) C-Mobile Sdn Bhd ( C-Mobile ) On 19 February 2009, CT Paging Sdn Bhd ( CT Paging ), a wholly-owned subsidiary of Celcom, entered into a Shares Sale Agreement with I-Mobile International Co Ltd ( I- Mobile ) for the acquisition of I-Mobile s entire 51% equity interest in C-Mobile for a total purchase consideration of RM2.55 million ( Acquisition of I-Mobile s interest in C- Mobile ). The acquisition of I-Mobile s interest in C-Mobile is in line with its strategic objective to align and rationalise its various trade touch-points. The acquisition of I- Mobile s interest in C-Mobile was completed on 2 March 2009. As a result, C-Mobile, a 49% associate company, became a wholly-owned subsidiary of CT Paging. On 24 March 2009, CT Paging subscribed to a further 10,000,000 new ordinary shares of RM1 each in C-Mobile for a total cash consideration of RM10.0 million ( Additional Share Subscription in C-Mobile ). Pursuant to the Additional Share Subscription in C- Mobile, the issued and paid-up share capital of C-Mobile increased from 5,000,000 ordinary shares of RM1 each to 15,000,000 ordinary shares of RM1 each. The acquisition has no significant impact to the Group for the financial year to-date. 7
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 10. Effects of Changes in the Composition of the Group (continued) (c) Idea Cellular Limited ( Idea ) The shareholders of Idea had, at an Extraordinary General Meeting ( EGM ) held on 25 June 2009, approved the amendments of Idea s Articles of Association to incorporate special rights accorded to the Company so long as the Company holds at least 10% of the issued share capital of Idea ( Amending Articles ). The provisions of the Amending Articles are as outlined in the Subscribers Agreement dated 25 June 2008 between the Company and its wholly-owned subsidiary, TMI Mauritius Ltd ( TMI Mauritius ) and Idea in relation to the subscription by TMI Mauritius of approximately 14.99% of the enlarged issued and paid-up share capital of Idea ( Base Shareholding Level ), which amongst others includes: (i) Axiata s rights upon further issue of ordinary shares ( Idea Shares ) by Idea Any offer of Idea Shares or any other convertible securities into Idea Shares or right to call for the issue of Idea Shares which will cause for dilution in shareholding of Axiata s interest is to be offered to Axiata or its nominees as to maintain the Base Shareholding Level on a full diluted basis or at a rate agreed at any time. (ii) Axiata s Directors Axiata will have the right to: nominate to, and/or remove or replace from, the Board, one Director ( Nominee Director ); and nominate and / or remove or replace the Nominee Director as a member of the Audit Committee of the Company ( Audit Committee Nominee ). (iii) Proceedings of the Audit Committee Idea will cause full details of all transfer or obligations or any other material transactions or arrangements between Idea and any of its affiliates regardless of whether or not a price is charged to be disclosed to the Audit Committee at least once every quarter ( Related Party Transactions ). If the Audit Committee raises any concern in relation to such Related Party Transactions, Idea will act in accordance with the recommendation of the Audit Committee. In view of the above, the Board has resolved that the Company is deemed to be able to exercise significant influence over the operational and financial policies of Idea notwithstanding the current stake of 14.99% and thus, Idea have been equity accounted with effect from 25 June 2009. 8
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 10. Effects of Changes in the Composition of the Group (continued) (d) Axiata SPV1 (Labuan) Limited ( Axiata SPV ) On 1 December 2009, the Company incorporated a new wholly owned subsidiary Axiata SPV1 (Labuan) Limited ( Axiata SPV1 ) in the Federal Territory of Labuan, Malaysia under the Offshore Companies Act, 1990. The authorised share capital of Axiata SPV1 is USD13,000 divided into 13,000 ordinary shares of USD1 each of which USD1 has been paid-up. The Incorporation of Axiata SPV1 has no significant impact to the Group for the financial year to-date. (e) During the financial year, XL, a subsidiary of Indocel Holding Sdn Bhd ( Indocel ) issued a total of 1,418 million new Ordinary shares of IDR100 each ( Ordinary Share ) under a rights issue exercise of USD300.0 million (in equivalent amount in IDR) on the basis of one (1) Rights Share for every five (5) existing Ordinary Share at an issuance price of IDR2,000 per ordinary share ( XL Rights Issue ). The Group through Indocel, a wholly owned subsidiary of Axiata held via its wholly owned subsidiary, TM International (L) Limited, had subscribed its full entitlement of 1,188,187,400 new Ordinary Shares under XL Rights Issue for a total cash consideration of RM855.5 million (equivalent to IDR 2,376.4 billion). Pursuant to a Standby Buyer Agreement entered into by Indocel with XL on 13 October 2009, Indocel had further subscribed to all the unsubscribed Rights Shares of 229,584,890 Ordinary Shares, (representing 2.7% of the enlarged issued and paid up capital of XL after XL Rights Issue) for a total cash consideration of RM165.3 million (approximately IDR459.2 billion). XL Rights Issue was completed on 11 December 2009 following which the Group s effective equity interest in XL has increased from 83.79% to 86.49%. 9
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 11. Changes in Contingent Liabilities since the Last Annual Balance Sheet Date (a) On 23 March 2009, the Company issued a corporate guarantee to Oversea-Chinese Banking Corporation Limited, Labuan Branch ( OCBC ) in consideration of OCBC granting and making available to Dialog a 6-years term loan facility of up to a maximum aggregate principal amount of USD100.0 million with the option to request from OCBC for an additional loan facility not exceeding the maximum aggregate principal amount of USD50.0 million. (b) On 19 November 2009, the Company issued a corporate guarantee to OCBC in consideration of OCBC granting and making available to Dialog a 6 year term loan facility of up to a maximum aggregate principal amount of USD100.0 million. (c) Under the agreement between Telekom Malaysia International (Cambodia) Company Limited ( TMIC ) and Ministry of Post and Telecommunication ( MPTC ) dated 19 October 1992, TMIC is committed to pay concession fees to MPTC based on its airtime revenue after deduction of international calls and interconnection settlement charges at the rate of 10%. In addition, in the event of any distribution of any profits, 20% shall be paid to MPTC (Article 11 of the Company s Articles of association) and the remaining 80% is subjected to withholding tax at 14%. Licence fees Under the agreement between TMIC and MPTC dated 23 August 2006, TMIC is committed to pay license fees to MPTC based on gross revenue derived from the operation of the VOIP service as follows: Period Rate For the first 5 years (from 2007 to 2011) 2% For the following 5 years (from 2012 to 2016) 4% For the 11th year onwards (from 2017 onwards) 6% Save for the above, there were no material changes in contingent liabilities (other than material litigation disclosed in Part B, 10 of this announcement) since the latest audited financial statements of the Group for the financial year ended 31 December 2008. 10
PART A : EXPLANATORY NOTES PURSUANT TO FINANCIAL REPORTING STANDARD 134 12. Capital Commitments Group 2009 2008 Property, plant and equipment RM 000 RM 000 Commitments in respect of expenditure approved and contracted for 843,073 1,001,228 Commitments in respect of expenditure approved but not contracted for 800,184 995,823 13. Additional Disclosure Requirements Pursuant to the letter of approval from the Securities Commission ( SC ) dated 30 January 2008 in relation to, amongst others, the TM Group s Demerger, the Company is required to obtain the relevant approvals for the Celcom s transmission towers and rooftop sites ( Outdoor Structures ) within 2 years from the date of the SC s approval letter. In addition, the Company is also required to disclose in its quarterly announcement, the status of application of such Outdoor Structures to Bursa Securities until all approvals are obtained. The status of the application of Outdoor Structures (which are subject to the SC s condition above) as at 17 February 2010 is as follows: (a) 39 Outdoor Structures are pending approval from local authorities; and (b) Initial applications for 72 Outdoor Structures have been declined. Celcom is in the midst of appealing to the relevant local authorities with respect to such applications. On 22 February 2010, CIMB Investment Bank Berhad, on behalf of the Company, announced that the SC had, through its letter dated 12 February 2010, granted an extension of time of 2 years (i.e. up to 29 January 2012) for the Company to obtain the necessary approvals for the said Outdoor Structures. 11
1. Review of Performance (a) Quarter-on-Quarter Overall, the Group s performance improved quarter-on-quarter driven by higher subscriber base in all its operating companies ( Opcos ). Group s revenue for the current quarter of RM3,693.8 million grew by 52.8% from RM2,418.1 million recorded in the fourth quarter 2008 ( Q4 08 ) attributed to the higher contribution from XL and Axiata (Bangladesh) Limited ( AxB ). Intense competition and heavy price cuts in Cambodia market continue to impact revenue growth in TMIC. The depreciation of RM in current quarter against domestic currencies of operating companies, mainly IDR had favourably affected the Group s translated revenue. At constant currency using Q4 08 exchange rate, current quarter revenue would have registered a lower growth of 47.7%. Quarter-on-quarter, Group s other operating cost increased by 29.1% to RM2,134.9 million, mainly driven by Celcom, XL and AxB in line with higher revenue. The Group recorded lower net finance costs of RM155.5 million in current quarter compared to RM243.3 million in Q4 08 as a result of repayment of debt and reduction of overall debt position in current quarter. Current quarter contributions from associate and joint venture companies amounted to RM29.7 million, mainly from the profit contribution from Idea which was accounted for as associate effective from third quarter 2009. The Group s profit after tax ( PAT ) of RM602.4 million in current quarter was 198.2% higher as compared to a loss of RM613.5 million recorded in same period last year. The higher PAT in current quarter was driven mainly by improved contribution from Celcom, XL, AxB and Dialog. Better performance from associate and joint venture companies and favourable pre-tax foreign exchange gain also contributed to the higher PAT in current quarter. 12
1. Review of Performance (continued) (b) Year-on-Year For the financial year ended 31 December 2009, the Group s revenue improved by 15.5%, from RM11,347.7 million recorded for the financial year ended 31 December 2008 to RM13,105.1 million. The improved revenue performance was primarily attributed to higher contribution from Celcom, XL and AxB resulted from increasing trend in subscriber base and higher broadband contribution for Celcom. XL and Celcom remain as the major contributors towards the Group s revenue. The Group recorded a 161.3% increase in other operating income for the financial year under review from RM178.9 million to RM467.6 million. The increase was mainly driven by XL s one-off gain of RM158.1 million arising from derecognition of its dark fibre optic lines as a result of a finance lease arrangement during first half of 2009 and higher tower rental income of RM204.5 million compared to RM90.3 million for financial year ended 31 December 2008. The Group s other operating cost increased by 13.5% to RM7,948.3 million for the financial year under review mainly driven by Celcom, XL and AxB. The Group recorded higher net finance costs of RM786.3 million in the financial year under review as compared to RM777.0 million in the corresponding year as a result of an increase in its debt position arising mainly from external borrowings of XL in the first three quarters of 2009. Profit contribution from associate and joint venture companies improved to RM101.3 million for the financial year under review mainly from share of profit from MobileOne Ltd and Idea, which was accounted for as associate effective from the third quarter 2009. The Group s PAT was RM1,755.9 million, 272.7% higher against PAT of RM471.1 million reported in the corresponding year driven by improved contributions from Celcom, XL and AxB and favourable pre-tax foreign exchange gain mainly from XL as a result of weakening of USD against IDR. 13
1. Review of Performance (continued) (c) Comparison with Preceding Quarter s Results For the current quarter under review, the Group recorded revenue of RM3,693.8 million, a 9.3% growth from RM3,380.9 million revenue achieved in third quarter 2009 ( Q3 09 ). Amidst the continuous intense competition, all Opcos showed positive revenue growth in local currencies driven by increase in subscriber base. The fluctuation of RM against local currencies had favourably affected the overall Group s translated revenue. At constant currency, the Group s revenue growth in current quarter would have slipped by 0.2 percentage points to 9.1%. The Group s other operating cost increased by 3.1% driven by Celcom, XL and TMIC. Celcom s other operating cost was mainly resulted from increase in content provider charges, higher network related cost and increased in Universal Service Provision charges. The Group s pre-tax foreign exchange gain has reduced from RM184.7 million in Q3 09 to RM86.7 million in current quarter as a result of relatively stable USD exchange rate against local currency of key Opcos. The Group recorded PAT of RM602.4 million in current quarter, an increase from RM531.8 million posted in Q3 09 arising mainly from lower net finance cost and taxation, positive contribution from AxB due to improvement in EBITDA negated by lower pre-tax foreign exchange gain and higher depreciation charge in Celcom in current quarter. 14
1. Review of Performance (continued) (d) Economic Profit Statement INDIVIDUAL QUARTER FINANCIAL YEAR ENDED 31/12/2009 31/12/2008 31/12/2009 31/12/2008 RM 000 RM 000 RM 000 RM 000 EBIT* 1,134,098 (171,599) 3,315,285 1,920,935 Less: Adjusted Tax (25%) / 2008: (26%) (283,525) 44,616 (828,821) (499,443) NOPLAT** 850,573 (126,983) 2,486,464 1,421,492 AIC*** 3,262,592 2,746,632 13,050,366 10,986,527 WACC**** 10.64% 7.42% 11.35% 7.60% Economic Charge (AIC*WACC) 347,140 203,800 1,481,217 834,976 Economic Profit 503,433 (330,783) 1,005,247 586,516 * EBIT = Earnings before Interest & Taxes ** NOPLAT = Net Operating Profit/Loss after Tax *** AIC = Average Invested Capital **** WACC = Weighted Average Cost of Capital Economic Profit ( EP ) is a yardstick to measure shareholder value as it provides a more accurate picture of underlying economic performance of the Group vis-à-vis its financial accounting reports, i.e. it explains how much return a business generates over its cost of capital. This can be measured from the difference of NOPLAT and Economic Charge. The Group reported a higher WACC during the quarter and financial year to date due to higher proportion and cost of equity in conjunction with the enlarged equity base after the rights issue of the Company during the financial year. The factors contributing to the higher EP in the current quarter and financial year to-date is mainly due to higher NOPLAT, AIC and offset by higher WACC. 15
2. 2009 Group Headline Key Performance Indicators ( KPI ) Achievement and Prospects for the next financial year ending 31 December 2010 On 27 April 2009, the Group announced its Headline KPI guidance for the financial year ending 31 December 2009 ( 2009 Headline KPI ). Based on the Group s performance, the Group has exceeded all of its 2009 Headline KPI as provided below: Headline KPIs 2009 KPI 2009 Achievement Revenue Growth (%) 6% ~ 11% 15.5% EBITDA Growth (%) 4% ~ 6% 18.4% ROE (%) 4% 11.2% Strengthening its position, the Group turned Free Cash Flow positive for the first time, up 265% to RM2.1 billion from a negative position a year ago. In addition the Group s balance sheet was deleveraged, with net debt-to-ebitda ratio at 2 times. 2009 has seen an improvement in overall Group performance in almost all areas and in all major countries. This was due to our diligent execution of strategies across all operating companies. This has been further aided by the steady rebound seen in regional economies the Group operates in. However key risks continued to be faced by our operating companies include increasing competition and regulatory challenges. In light of this, a prudent approach focusing on cost management and operational improvements will continue to be the key focus as we see execution benefits of such a strategy amidst an uncertain environment. The Group expects to face continued challenges for next financial year ending 31 December 2010 and will continue to take a long term view and adopt careful prudent measures in addressing the challenges to optimize its financial performance. 3. Variance of Actual Profit from Forecast Profit / Profit Guarantee The Group has not provided any profit forecast or profit guarantee in a public document in respect of the financial year ended 31 December 2009. 16
4. Taxation The taxation charge for the Group comprises: INDIVIDUAL QUARTER FINANCIAL YEAR ENDED 31/12/2009 31/12/2008 31/12/2009 31/12/2008 RM 000 RM 000 RM 000 RM 000 Malaysia Income Tax: Current year (140,182) (137,183) (513,695) (501,247) Prior year 14,013 6,011 13,989 6,011 (126,169) (131,172) (499,706) (495,236) Overseas Income Tax: Current year (2,358) 68,837 (6,185) (12,914) Prior year 27 49 30 611 (2,331) 68,886 (6,155) (12,303) Deferred tax (net): Current year (96,812) 117,191 (404,452) 72,816 Total Taxation (225,312) 54,905 (910,313) (434,723) The current quarter and financial year to-date effective tax rate of the Group was higher than the statutory tax rate mainly due to higher profits incurred by the subsidiaries, expenses not allowable for tax deduction and origination of deferred tax liabilities due to higher capital expenditure during the financial year. 5. Profit on Sale of Unquoted Investments and/or Properties There were no material sales of unquoted investments or disposal of properties which significantly affected the results of the Group during the financial year. 6. Purchase and Disposal of Quoted Securities There were no purchase and disposal of quoted securities during the financial year. 17
7. Status of Corporate Proposals (a) Proposed Issuance of up to 10% of the Issued and Paid-Up Share Capital of the Company On 10 December 2007, the Board of TM proposed, amongst others, to obtain a shareholders mandate ( Shareholders Mandate ) for the issuance of up to 10% of the issued and paid-up share capital of the Company ( Proposed Issue ). In connection with the above, the SC had, vide its letter dated 30 January 2008, given its approval for, amongst others, the Proposed Issue. The shareholders of TM had at the EGM held on 6 March 2008 approved, amongst others, the Shareholders Mandate on the Proposed Issue and the issuance by the Company to Employees Provident Fund Board of up to 30% of the number of shares available under the Shareholders Mandate. As the approval of the SC on the Proposed Issue had expired on 29 July 2008, an application was made to the SC on 14 July 2008 for an extension of time up to 29 January 2009 for the Company to undertake the Proposed Issue. SC had, vide its letter dated 28 July 2008, approved the extension of time on the Proposed Issue. Further to the above, an application was submitted to SC on 15 January 2009 to extend further the period for the Company to implement the Proposed Issue. SC had vide its letter dated 22 January 2009 approved the extension of time of up 29 July 2009 for the Company to implement the Proposed Issue. The approval by the SC for the Proposed Issue had already lapsed and is no longer in force. In view of the amendments to the Capital Markets and Services Act 2007 effective 3 August 2009, the approval of the SC is no longer required for equity offering exercises such as the Proposed Issue. (b) Proposed Merger between Spice and Idea On 25 June 2008, the Company, inter-alia, announced the Proposed Merger of Spice into Idea in accordance with a scheme of arrangement under Sections 391 to 394 of the Companies Act, 1965 of India ( Proposed Merger ). Following the completion on 13 August 2008 of the subscription by TMI Mauritius Ltd, a wholly-owned subsidiary of the Company, of 464,734,670 new ordinary shares of Rs.10 each in Idea, the Group holds 14.99% of the enlarged issued and paid-up share capital of Idea. Upon the completion of the Proposed Merger, the Group will have an equity interest of approximately 19.0% in the merged Idea, on a fully diluted basis. In addition, the Group will have a call option to further increase the Group s stake in Idea to approximately 20.11%. The Proposed Merger is conditional upon, amongst others, the obtaining of the necessary approvals from: 18
7. Status of Corporate Proposals (continued) (b) Proposed Merger between Spice and Idea (continued) (i) (ii) the High Courts of Delhi and the High Courts of Gujarat; the shareholders and creditors of each of Idea and Spice as required under the Indian Companies Act 1956; and (iii) the Bombay Stock Exchange Limited ( BSE ) and the National Stock Exchange of India Limited ( NSE ). In relation to the approvals from the BSE and the NSE, Spice and Idea had on 7 May 2009 and 8 May 2009, received no objection letters from the BSE and the NSE respectively in relation to the filings of the Proposed Merger with the respective High Courts. Following from that, the shareholders and creditors of Idea and Spice had on 4 September 2009 and 11 September 2009 respectively approved the Proposed Merger. The necessary filings have been made to the respective High Courts and approvals obtained. On 26 November 2009 and 5 February 2010, the High Court of Gujarat and High Court of New Delhi respectively approved the Proposed Merger. The Proposed Merger will become unconditional once the relevant court orders sanctioning the Proposed Merger have been filed with the Registrar of Companies in India. The Proposed Merger has yet to be completed as at the date of the financial statements. As of 17 February 2010, the Proposed Merger has yet to be completed. (c) Performance-Based Employee Share Option Scheme ( ESOS ) for Eligible Employees and Executive Directors of the Group On 10 February 2009, the Company, inter-alia, announced the Proposed Performance-Based ESOS for eligible employees and Executive Directors of the Group ( Proposed Option Scheme ). The Proposed Option Scheme was approved by the Shareholders of the Company at an EGM held on 24 March 2009. The Company had on 16 April 2009 implemented the Proposed Option Scheme by offering to eligible staff. As of 17 February 2010, all eligible staff accepted the Proposed Option Scheme. 19
7. Status of Corporate Proposals (continued) (d) Members Voluntary Winding-Up of TR Components Sdn Bhd ( TR Components ) On 16 April 2009, the Company announced on inter-alia, the commencement of members voluntary winding-up of its wholly-owned subsidiary held via Celcom namely, TR Components pursuant to Section 254(1)(b) of the Companies Act, 1965 ( Winding-Up of TR Components ). The Final Meeting in relation to the Winding-Up of TR Components was held on 21 July 2009. Pursuant to Section 272(5) of the Companies Act 1965, TR Components had been dissolved with effect from 20 October 2009. (e) Members Voluntary Winding Up of TR International Limited ( TRIL ) On 31 July 2009, the Company announced the commencement of members voluntary winding-up of its wholly-owned subsidiary held via Celcom namely, TR International Limited pursuant to Section 228 of the Hong Kong Companies Ordinance ( Winding-Up of TRIL ) and appointment of the liquidators on even date. Further to the announcement above, the Company had on 3 November 2009 announced on the convening of the Final Meeting in relation to the Winding Up of TRIL on even date. Pursuant to Section 239 of the Hong Kong Companies Ordinance, TRIL would be dissolved with effect from 4 February 2010. Save as disclosed above, there is no other major corporate proposal announced and not completed as at the latest practicable date. 20
8. Group s Borrowings and Debt Securities (a) Breakdown of the Group s borrowings and debt securities as at 31 December were as follows: Short Term Borrowings RM 000 2009 2008 Long Term Short Term Borrowings Borrowings RM 000 RM 000 Long Term Borrowings RM 000 Secured 179,878 805,341 175,033 715,959 Unsecured 1,969,496 9,368,123 5,238,266 9,830,093 Subtotal 2,149,374 10,173,464 5,413,299 10,546,052 Interest Bearing Amount due to TM - Unsecured - - 4,025,000 - Total 2,149,374 10,173,464 9,438,299 10,546,052 (b) Foreign currency borrowings and debt securities in RM equivalent as at 31 December were as follows: 2009 2008 Foreign Currency RM 000 RM 000 US Dollar 3,869,291 5,973,932 Indonesian Rupiah 3,219,762 2,990,322 Bangladesh Taka 62,502 284,971 Pakistani Rupee 97,368 447,448 Sri Lanka Rupee 267,078 578,429 Singapore Dollar 575,372 104,712 Total 8,091,373 10,379,814 21
9. Off Balance Sheet Financial Instruments The details and the financial effects of the hedging derivatives that the Group has entered into are described in Note 35 to the audited financial statements of the Group for the year ended 31 December 2008. The additional off balance sheet financial instruments and material updates since the last financial year are as follows: (a) Interest Rate Swap Contracts ( IRSC") 1. On 9 February 2009, XL entered into an IRSC with Standard Chartered Bank to hedge the payment of the semi annual interest of a long term loan in USD where the principal is installed every six months. Based on the contracts commencing on 11 February 2009, XL will pay fixed interest as follows: Notional Amount Fixed Interest Rate Interest Exchange Period USD 183,385,293 2.575% 15 January 2010 USD 168,103,185 2.575% 15 July 2010 USD 152,821,077 2.575% 15 January 2011 USD 137,538,969 2.575% 15 July 2011 USD 122,256,862 2.575% 15 January 2012 USD 106,974,754 2.575% 15 July 2012 USD 91,692,647 2.575% 15 January 2013 USD 76,410,539 2.575% 15 July 2013 USD 61,128,431 2.575% 15 January 2014 USD 45,846,323 2.575% 15 July 2014 USD 30,564,215 2.575% 15 January 2015 USD 15,282,108 2.575% 15 July 2015 2. On 6 April 2009, XL entered into an IRSC with Standard Chartered Bank to hedge the payment of the semi-annual interest of a long term loan in USD where the principal is installed every six months. Based on the contracts commencing on 6 April 2009, XL will pay fixed interest as follows: Notional Amount Fixed Interest Rate Interest Exchange Period USD 105,925,035 2.323% 1 April 2010 USD 97,097,949 2.323% 1 October 2010 USD 88,270,863 2.323% 1 April 2011 USD 79,443,777 2.323% 1 October 2011 USD 70,616,690 2.323% 1 April 2012 USD 61,789,604 2.323% 1 October 2012 USD 52,962,518 2.323% 1 April 2013 USD 44,135,431 2.323% 1 October 2013 USD 35,308,345 2.323% 1 April 2014 USD 26,481,258 2.323% 1 October 2014 USD 17,654,173 2.323% 1 April 2015 USD 8,827,086 2.323% 1 October 2015 22
9. Off Balance Sheet Financial Instruments (continued) (b) Forward Foreign Currency Contracts ( FFCC ) 1. Details of the FFCC as at 31 December 2009 are as follows: Type of contracts Notional amount (USD million) Strike rate per USD Premium Maturity Deliverable 25.0 IDR9,670 5.26% 14 July 2015 Deliverable 25.0 IDR9,725 5.23% 14 July 2015 Total 50.0 2. The Premium will be paid semi-annually. There will be USD2.5 million Notional exchanges every 6 (six) months starting from 14 January 2011. Type of Notional amount contracts Note (USD million) Strike rate per USD) Deliverable (i) 75.0 IDR9,000 Deliverable (ii) 15.3 IDR12,129 Total 90.3 (i) Forward Foreign Currency Contracts Due in 2013 Below are details of the FFCC: Bank Notional amount (USD million) Strike rate per USD Type of contracts a) Standard Chartered Bank 25.0 IDR9,000 Deliverable b) Standard Chartered Bank 25.0 IDR9,000 Deliverable c) Standard Chartered Bank 25.0 IDR9,000 Deliverable Total 75.0 The Premium on the FFCC will be paid semi-annually. The hedging instruments above are deliverable contracts in which XL would swap, at the final exchange date (termination date) in 2013, a total of IDR675.0 billion for USD75.0 million. On the non deliverable contract; XL would swap, at the final exchange date (termination date) in 2013: If settlement rate at expire time is less than IDR9,000, XL would pay the banks USD37.5 million x (IDR9,000 settlement rate) If settlement rate at expire time is more than IDR9,000, the banks would pay XL USD37.5 million x (settlement rate - IDR9,000) If settlement rate at expire time is equal to IDR9,000, no exchange payments between the banks and XL. 23